Your Directors are pleased to present their 17th Annual Report on thebusiness and operations of your Company together with Audited Statements of the Accountsfor the financial year ended 31st March 2016.
Indus Fila Limited is one of the most integrated companies in the industry presentacross the value chain from fabric to garments. We have added capacities in every segmentincluding yarn dyeing weaving and processing.
The Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.The estimates and judgments relating to the financial statements are made on prudent andreasonable basis so as to reflect in true and a fair manner the form and the substance oftransactions and reasonably present your Company state of affairs profit and cash flowfor the year ended March 31 2016.
| || ||( Rs. in Lakhs) |
|PARTICULARS ||2015 -16 ||2014 -15 |
|TURNOVER ||15.07 ||(3745.17) |
|Profit/(Loss) before Interest Depreciation & Tax ||(6315.63) ||(5106.80) |
|Less: Interest ||5654.84 ||4874.25 |
|Less : Depreciation ||1214.40 ||1349.48 |
|Less : Tax ||(192.77) ||(40.08) |
|Net Profit/(Loss) after taxation ||(12992.09) ||(11290.45) |
Your Company has suffered huge loss during the year due to sluggish Market Lack ofoverseas demand and non availability of additional finance for working capital. As aconsequence the company became a sick company and it is registered with board forIndustrial and Financial Restructuring.
In view of Continuous losses the board does not recommend dividend for the financialyear ended March31 2016.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management & Administration) Rules 2014 is included in this Report as set out inthe Annexure to this report.
Number of Meeting of the Board
During the Financial Year 2015-16 4 meetings of the Board were held details of whichare given in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has evaluated its performance takinginto consideration of the various aspects of its functioning composition of the Board andits Committees and performance of specific duties obligations and governance. Theperformance evaluation of the Chairman and Non-Independent Directors was carried out bythe Independent Directors through a meeting of Independent Directors.
In accordance with the provisions of the Companies Act 2013 and the CompanysArticles of Association Mr. Nitin Mandhana retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.
None of these Directors are disqualified from being re-appointed as Directors of yourCompany.
The Company has not accepted fixed deposits from the public and shareholders within themeaning of Section 73(1) of the Companies Act 2013 and Rules made there under during theyear under review.
The Companys Auditors M/s Suri & Co. & Co. Chartered Accountants werere-appointed as the Statutory Auditors of the Company to hold office from the conclusionof 15th Annual General Meeting held on 30th Sep 2014 until the conclusion of the 18thAnnual General Meeting to be held in the year 2018 subject to ratification of theirappointment by the Members at every Annual General Meeting held after the Annual GeneralMeeting held on 30th Sep 2014..
As required under provisions of Section 139 of the Companies Act 2013 the Company hasreceived written consent from M/s Suri & Co. to their appointment and a Certificateto the effect that that their re-appointment if made would be in accordance with theCompanies Act 2013 and the Rules framed there under and that they satisfy the criteriaprovided in Section 141 of the Companies Act 2013.
The Members are requested to ratify the appointment of the Statutory Auditors asforesaid. The statements made by the Auditors in their Report are self-explanatory and donot call for any further comments and explanation.
Management Discussion & Analysis
The management discussion and analysis on the operations of your Company is set out inthe Annexure to this report.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the statements in terms of 134(3) (c)of the Companies Act 2013
(a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the Companyfor the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Particulars of Loans Guarantees or Investments by Company:
During the year under review the Company has not given any loan guarantee or made anyinvestment covered under the provisions of Section 186 of the Companies Act 2013.
Remuneration and Nomination Policy
The Board of Directors have framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The policy also lays down criteria for selection and appointment of Board Members. ThePolicy is set out in the Annexure to this report.
Related Party Transactions:
During the year under review the Company has not entered into any contract orarrangement with related parties attracting the provisions of Section 188 of the CompaniesAct 2013.
However during the current year the Company has entered into a transaction with arelated party on arms length basis and in the ordinary course of business therebynot attracting the provisions of Section 188 of the Companies Act 2013. The details ofrelated party transactions as per Accounting Standard are included in the notes to theaccounts.
All Related Party Transactions are placed before the Audit Committee and also to theBoard for approval.
The policy on Related Party Transactions is approved by the Board of Directors.
Vigil Mechanism / Whistle Blower Policy:
As per Companies Act 2013 read with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors of the Company have constitutedVigil Mechanism / Whistle Blower Policy and adopted a policy which aims to provide achannel to the Directors and employees to report genuine concerns about unethicalbehavior actual or suspected fraud or violation of the Codes of Conduct or policy. TheCompany is committed to adhere to the highest standards of ethical moral and legalconduct of business operations and in order to maintain these 10 of 74 standards theCompany encourages its employees who have genuine concerns about suspected misconduct tocome forward and express those concerns in writing through an e-mail or a letter to theChairman of the Company or to the compliance officer or to the Chairman of the AuditCommittee.
The Company has in place Risk Management Policy according to which the Board ofDirectors of the Company and the Audit Committee periodically review and evaluate the riskmanagement system of the Company so that the management controls the risks throughproperly defined network.
Corporate Social Responsibility:
No disclosures on Corporate Social Responsibility are required as provision underSection 135 of the Companies Act 2013 and Rules made thereunder are not applicable to theCompany.
Particulars of Employees
None of the employees were in receipt of remuneration exceeding the amounts specifiedin Section 197 (12) of the Companies Act 2013 read with Rule 5(1) (2) & (3) theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014.
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134 (3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 is given in set out in the Annexure tothis report.
As per Regulations 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a Certificate from the CompanysAuditors confirming compliance forms an integral part of this Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed Mr. Naveen K Shenoy Company Secretary theSecretarial Auditor of the Company. The Secretarial Audit Report is annexed as an Annexureand forms an integral part of this Report. The Secretarial Audit Report does not containany qualification reservation or adverse remark.
Significant and Material Orders Passed by the Regulators or Court or Tribunals
There are no significant and material orders passed by the Regulators/Courts/ Tribunalsthat would impact the going concern status of the Company and its future operations.
Internal Control Systems and Their Adequacy The Company has an adequate internalcontrol system commensurate with its size and nature of its business.
Health Safety and Environment:
The health and safety of the workforce is of paramount importance. The Company aims toprovide a workplace that is free from any occupational hazards or illness.
Sexual harassment of women at workplace (prevention prohibition & redressal) Act2013.
It is not applicable to the company.
Material changes and commitment if any affecting the financial position of thecompany
No material changes and commitment affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.
Your Directors wish to place on record their appreciation for the contribution made byemployees at all levels. Your Directors also wish to thank the customers suppliersinvestors and bankers for their continued support and faith reposed in the Company.
| ||For and behalf of the Board of Directors |
|Place: Bangalore ||Nitin N. Mandhana |
|Date: 14th August 2016 ||Vice Chairman & Managing Director |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 for the year ended March 31 2016 is given herebelow and forms part of the Directors Report
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORBTION.
There are no items to disclose under this head. However the Company develops its owntechnology in house for new products process development and cost reduction and it hassystems to absorb the technology developed.
B. FOREIGN EXCHANGE EARNING AND OUTGO
During the year under review Foreign Exchange earnings was NIL Lakhs (Previous Year127.71 Lakhs) and Foreign Exchange outgo was NIL (Previous Year NIL)